Kroger – Post-coronavirus Retail Sales Outlook – 14 April

2021

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Specialist:

Title:

Moderator: Nyree Hinton (NH), Third Bridge Sector Analyst

Jeff Wojtkowiak (JW)

Former VP, Operations at The Kroger Co

Agenda:

1. Kroger's (NYSE: KR) retail demand dynamics

2. E-commerce impact and digital operating environment

3. Consumer shopping experience innovation, including potential threats from Amazon

4. Private label strategy

5. Profitability outlook

Contents

Q: Could you give us an overview of the retail supermarket industry’s structure and how that’s evolved over

the last few years? How has the competitive landscape evolved?

Q: Could you give an overview of Kroger’s business and how it’s been able to keep up with the evolving

supermarket landscape?

Q: Could you describe the operating dynamics across physical retail, the explosion of home delivery, click-

and-collect and how the landscape has changed? What is the sales split by channel?

Q: Can you elaborate on the disruptions Amazon has caused throughout the industry and how companies

such as Kroger are trying to keep up?

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Q: How has Kroger leveraged pricing during a time of significant demand within retail grocery? How does its

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promotional activity in 2020 compare to its usual strategy to drive foot traffic?

Q: How has the ROI for marketing changed in a data-driven digital environment? Are there more

redemptions for digital ads? How is Kroger leveraging data to market new products?

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Q: Could you elaborate on the synergies in offering fuel? How does that translate into higher costs and

volatility? How does oil price volatility impact Kroger’s bottom line? What sort of production or distribution

network is needed to operate a fuel centre?

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Q: What are your thoughts on the changing environment related to fuel and electric vehicles? Is there an

opportunity for a shift? Will grocers offer charging stations similar to how many malls do today?

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Q: What are the inflationary pressures throughout the industry? How long-term do you expect them to be? 9

Q: Could you elaborate on the premiumisation trend? How are companies such as Kroger reorganising their

offerings?

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Q: Why has Kroger’s private label business been so successful and differentiated from peers? Is it just

organic?

Q: How have retailers such as Kroger adapted to the health and wellness trend? How does that change the

willingness of retailers to go with smaller start-up brands and give them shelf space vs products that are

better known?

Q: How does premiumisation translate into pet food and a surge in pet demand, considering how retailers

are trying to offer more products geared towards their customers’ domestic animals?

Q: How much of an advantage is Kroger’s scale, given that the US grocery market is highly competitive?

What does that mean for its future growth?

Q: What would you classify as Kroger’s most pressing challenges over the next 6-12 months?

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Kroger – Post-coronavirus Retail Sales Outlook

Transcription begins at 00:00:01 of the recorded material

NH: Welcome to Third Bridge Forum’s Interview entitled Kroger – Post-coronavirus Retail Sales Outlook – 14

April 2021. I am Nyree Hinton and I will be facilitating today’s Interview with Mr Jeff Wojtkowiak, former VP,

Operations at Kroger.

Jeff, before we get started with today’s Interview, please state I agree or I disagree to the following statement:

You understand the definition of material non-public information and agree not to disclose any such

information, or any other information which is confidential, during this Interview.

JW: I agree.

NH: Great. Thank you, Jeff. Could you start by giving our audience an overview of your background and

various roles you’ve held in the industry?

JW: I just recently retired. My most recent role, I had 39 years of service with Kroger. I retired late last year in

2020, after going through quite a bit of the pandemic in real time. My last eight years in role were as executive

leader, as either Vice President of Operations or Vice President of Sales and Merchandising in either the

Columbus, Ohio, Atlanta, Georgia and South Carolina markets, and then finished up my last year in the

Michigan region, which would be southeast Michigan, really considered the Detroit market.

[00:01:25]

Q: Could you give us an overview of the retail supermarket industry’s structure and how that’s evolved over

the last few years? How has the competitive landscape evolved?

JW: There have been a lot of changes over the past couple of years. Obviously, digital has been the big one,

but aside from the changes over to the digital marketplace, brick-and-mortar capital commitments, I would

say, have slowed. Walmart as a whole made major investments in the past 10-15 years in new markets and

large supercenter formats, and have really grown. I think we’ve seen Costco continue to grow as well, from that

spectrum. Kroger’s commitment to larger stores over the past, I think, has slowed slightly as well. I think both

retailers as a whole, both Walmart and Kroger, have announced infrastructures and changes really in their

capital plans, publicly, into logistics. I know Walmart announced most of their dollars that were going to spent

in 2021 were going to be invested in their infrastructure and warehousing system this year, which is a change

from, I think, maybe some of the past years’ commitment to building brick-and-mortar. Then obviously, a lot

of people, particularly Kroger and Walmart, have made big commitments to their online capability as well. I

would say overall, inflation in the business as a whole has been a headwind for retailers, as they look to grow

their ID growth. I think the inflationary path over the last just most couple of recent years has been almost on

a zero, and in some cases a negative, inflation rate and I think that’s a challenge for people in the business, as

they try to grow their retail sales and try to get the dollars to flow to the bottom line.

From a competitive standpoint overall, I think there’s been a growth in the smaller-size retailers. As we talked

about, maybe some of the capital commitments from a Walmart and Kroger standpoint, in growing big, big

boxes and making major investments in buildings. We’ve also seen the smaller side of the business, and these

are retailers such as Aldi, Lidl, who’s new to the East Coast really, from Germany, and the Dollar General-type

stores, so I’m talking about stores that are 30,000-35,000 square feet and less. At the time that we’ve seen

larger-size boxes maybe slow a little bit, I think there’s been some growth, but it’s not been maybe as strong as

it’s been in the past, we’ve seen some really heavy growth on the other side of the business. For instance,

Private and confidential 3

Dollar General has announced in 2021 that they were going to grow their store count by over 1,000 stores. Lidl

has announced they’re going to grow 50 new locations in 2021. Aldi is going through remodels and have built,

I’m not sure, I don’t have the actual count for the stores that they’re going to be building, but there have been

some significant investments on the smaller-footprint-type retail brick-and-mortar stores over the past couple

of years. At the same time, I think some of what I’d call the mid competitors, like Sprouts and Fresh Thyme,

Whole Foods, maybe some of the niche marketers that saw some growth in the past 5-10 years, The Fresh

Market out of North Carolina, I think they’re trying to figure out what’s happening on both ends of the

spectrum.

I think we’ve seen some things possibly slow down a little bit for them, including Whole Foods. Whole Foods

has gotten into some markets in some of the bigger places like the coast. Perhaps New York City, they’ve done

some testing work, and LA. For central America, through the middle of the United States, I think their growth

that they were on, including Sprouts, has slowed a little bit over the past couple of years, and I think they’re

trying to figure out how do they fit into the changing marketplace as well? Then lastly, as we just talk about the

industry as a whole, I’ll just talk a little bit about the dotcoms that have become popular that are headwinds for

the grocery retail industry, and these are places like Chewy.com, WhiteWine.com, they continue to grow more

and more every day. Chewy’s sales just continue to grow and mature and I think it’s changed things for the

business. For instance, in that segment of our business for new competition, things that maybe 10 years ago

the supermarket industry wasn’t necessarily competing against, that today are main drivers of sales within

sub-commodities. I expect that we’ll see probably more of those continue to grow. Meal kits is another

example in the last couple of years. That was another one that kind of impacted how people are eating today.

FreshDirect, Blue Apron, Kroger has got Home Chef. These businesses are evolving and I think today’s

consumer is shopping differently and buying differently, and I think there have been some changes as well in

the industry in that regard.

NH: How has coronavirus impacted these trends and the market structure?

JW: Just a couple of quick comments from a trend standpoint prior to. I would say that we were seeing a

move away from the centre store, as a whole, in the industry. Prior to COVID, I think we saw the restaurant

business continue to get bigger, I think, the way people were eating and the way of fast food companies like

Taco Bell that traditionally were open later in the day for lunch/dinner, go into breakfast serving, 24-hour

serving for that type of stuff. Eating on the road. I think those trends continued all over, but I think it was

having a negative impact on the grocery business as a whole. I think centre store was eroding. I think in most

retailers, you saw a greater growth in fresh categories, so how people were eating in the way of produce, sushi,

Starbucks in grocery stores, barbecue centres, things that were happening, there was a lot of innovation, I

think, that was happening in fresh that was trying to compete against some of the restaurant business and

trying to figure out how people were perhaps eating differently and not shopping as much maybe in traditional

frozen food and canned soups and things like that. How they were eating fresh and how the grocery industry

as a whole, and particularly Kroger, could compete in that arena and trying to go after today’s consumer and

the way that they were eating.

I would say post-COVID, there’s been a lot of information that’s in the news there, but obviously more people

are going back to at-home eating. I think it totally reversed the trend for centre store commodities. The

industry as a whole saw kind of a backing away from some of the areas where there was food touch that was

happening. The biggest area you probably think about was deli. Some of the trend analysis that I’ve read as

2020 wrapped up is that deli-prepared foods was one of the most negatively impacted areas of the grocery

business as a whole, just because of the fact that there were label disruptions sometimes with all the food

production at store level, with COVID and things like that that were impacting the retailers at store level. Also,

changing the consumer’s mind and the way that they were thinking about food safety and what kind of food

that they were purchasing for their families, considering all the stuff that happened, particularly in the

beginning and the middle of 2020, I think that that changed some things back to the centre store and kind of

reversed that trend, so we saw that return. Then I would also say that really heavier sales a whole, not just for

Kroger, but also for the industry and pre-packaged products. If you think about just peanuts or almonds or

something like that, in the past perhaps there was some growth on large bags and family size-type stuff. I

think, as a whole, the CPG groups have seen a big move back into single-serve-type packaging, one-ounce,

single-serve nuts or Jell-os or puddings or something like that, compared to larger-sized packages. Obviously,

that’s changed a little bit the mix, I think, for Kroger, as well as the rest of the grocers as a whole.

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[00:11:26]

Q: Could you give an overview of Kroger’s business and how it’s been able to keep up with the evolving

supermarket landscape?

JW: I think if we take maybe a little high-level look at the last, say, 5-10 years of Kroger’s evolution, I think

there was a time in Kroger’s history where there was some pretty heavy M&A that was going on. Kroger was

growing their footprint from, whether it’s a purchase of Ralphs out on the West Coast, or Fry’s down in

Phoenix. I think that M&A, either interest or ability, had slowed a little bit to be able to grow at a pretty heavy

pace. I think we’ve seen that slow a little bit. I think Kroger in the last, let’s just look back at the last five years,

has focused heavily on their primary business, which is being in markets, being market share leaders within

the markets that they operate in, and trying to do it really, really well, whatever that looks like for the time

period that you’re in. There was some interest, I think, years ago in perhaps Ruler in Indiana, which were

more of a smaller format. You think about maybe an Aldis or a Lidl, maybe even a Dollar General, just very

boiled down, very basic format. I think there was some interest there five years ago. I think Kroger still owns

some of the Ruler stores, but there’s not been a lot of growth, I don’t think, in new facilities for Ruler. Last

year, maybe four or five years ago, there was the purchase of Lucky, which would be similar to the format that

you might see in a natural or organic, I think. Sprouts might be maybe one of the better examples of maybe

what a Lucky store would be if it’s dispersed throughout the country. Last year, they divested that group and

sold off the balance of the Lucky Stores. I think they’ve decided to stay focused on their primary business

model vs maybe experimenting into that format of store.

Then lastly, I would say from a long-term standpoint, we’ve seen really heavy increases in their digital

business. Five years ago, I’m not sure when the Kroger.com website came up, but I think what you see today in

Kroger’s business, in commitment to digital, what you saw beyond five years ago is it’s totally night and day. I

think any of the information I’ve heard on quarterly earnings calls, the team continues to say, “Digital is the

way to go and we’re going to continue to look forward to growing our business in the digital arena.” Over the

past year, a little bit shorter of a time period, I would say, again, the growth of kerbside has been dramatic for

the company, I think. In not only the amount of stores that they have their kerbside pick-up programme in, I

think has really improved. I think they’ve increased their capacity as well, from that standpoint. I think some

exciting news for the company this year, publicly was announced earlier this year that we’ve had a partnership

with Ocado for, I think it was since 2018. That’s a company out of the UK that does home delivery and

automated picking systems within the industry. It was exciting news for the company that they actually

opened the very first facility that was getting worked on three years ago, just north of the Cincinnati, Ohio,

suburbs, that just generated its very first order, I think it was some time in March. I’ve not seen any recent

news on it, but I believe that that facility is now up and running. I’ll have to do some more data digging into

the facility and volumes and things. I’m not sure what’s been released, but I think that’s been pretty exciting

for the company as well, that that three-year plan has been announced and is starting to come to fruition and

starting to produce some results for the organisation. I think that will be helpful as they continue to move

forward.

[00:16:10]

Q: Could you describe the operating dynamics across physical retail, the explosion of home delivery, click-

and-collect and how the landscape has changed? What is the sales split by channel?

JW: Obviously, the physical retail was a boomer last year. Q3, their sales IDs were up 11% and in Q2 2020

they were up 15%. Physical retail, I think, has been a real gift to Kroger and I think it’s really helped leverage

and raise that operating cost and so on and so forth, not just at Kroger, but also in the industry. I think click-

and-collect, it’s always getting talked about and I see a lot of news articles that come out from Kroger and

other places. I think Kroger in Q4 announced that their digital sales were up 116%, I think, the prior quarter.

Other than that, they’re all triple digits, I think, the last couple of quarters, but the thing to understand about

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the digital sales is, yes, I think they continue to grow, but any industry data would point towards what

percentage of total grocery sales in the country are coming on digital- and click-and-collect- and kerbside-type

business, and it’s still somewhere around 3%. On the one hand, I think it’s important that Kroger continue to

look at their physical footprint, and I think still the big portion of their business continues to be at the brick-

and-mortar end of it, but I think their digital sales are going to continue to grow. It’s just like a Chewy.com or a

new format, I think Kroger has positioned themselves really well to continue on the growth pattern that

they’re having with click-and-collect, and I think they’ll continue to build capacity as they move forward. Then

lastly, I’ll just talk about the home delivery portion of it. The industry, and Kroger partnered with places like

Instacart that are working on the same-day delivery and the home-delivery-type stuff.

I think Kroger launched the ability to do ship-to-home probably two or three years ago and I think it started

without a full spectrum of items that were available. I know I attempted to make some purchases a couple of

times just to try it out myself and I think the ability to get my normal shopping done, all the items that I

normally would purchase weren’t necessarily on the website. I haven’t tried it recently, but I understand that

the expansion of product availability on the site has dramatically improved and is doing very, very well. I think

that partnership with Ocado is going to be kind of the next step. I think originally in 2018, they announced

that they would open in partnership with Ocado, 20 sheds or maybe what you would consider automated

distribution warehouses that had home-delivery capability that came with it in those markets. To date, I think

the company has publicly announced 10 locations of the Ocado, so about half of what possibly they announced

in 2018. They may have changed their strategy, but I think that’s the next step to help them compete against,

every time I see the Amazon.com truck coming into my neighbourhood and making deliveries, I feel like,

“What’s coming next, when it opens in this market for me in Columbus, Ohio, at some point is an Ocado truck

doing the same thing?” I believe that was Kroger’s vision, as they entered into that partnership, to have those

capabilities to be able to compete against Amazon, who was a really disruptive factor to the business as a

whole. Not just the grocery business, but other retailing. I think Kroger is positioning themselves to try to

capture some of that future business.

[00:20:33]

Q: Can you elaborate on the disruptions Amazon has caused throughout the industry and how companies such

as Kroger are trying to keep up?

JW: I’m not an Amazon customer myself, I just don’t do my purchasing that way, but when I talk to

neighbours or friends or family members that are shopping in that spectrum, I always ask them, I’m always

interested to find out, “What are you ordering from there?” As I talked earlier about the grocery market as a

whole with centre store sales eroding, some of the biggest grocery items that are purchased on Amazon.com

that are grocery-related items or pet food and canned soup and cereal, and so on and so forth, so I think

initially, as people were looking to do their shopping there, I think Amazon has had an impact on some of the

centre store decline that the industry as a whole has had. I think Krogers is trying to figure out how do they

earn some of the business back from Amazon, from maybe some of the erosion that they’ve had. I’m not sure

about the fresh spectrum, but with Amazon, I think the companies are getting better with being able to handle

refrigerated and frozen product that’s getting shipped to home and I think that’ll be kind of the next step, but I

think there’s a great deal of product from Amazon.

Basically, it’s the world’s marketplace. Anything can be procured and pretty much ordered through there.

Speciality foods, mainline stuff. There was a huge toilet paper surge on Amazon.com last year with the

shortages that were in the industry, and people were using that as well. I think Amazon has been a headwind

for the grocery industry, because as people have switched over to online purchasing as a way of doing their

retailing, not just from a convenience standpoint, but just an overall shopping standpoint, I think it’s impacted

their potential shopping trips to the store. A good way to say it might be people are still coming to the store,

but perhaps the cereal, the soup and the toilet paper and the facial tissue that they were purchasing every

other week at the grocery store, is now coming on their Amazon order as a repetitive, “Ship it to me all the

time,” as a constant. It’s been a challenge, I think, at times for grocery stores.

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[00:23:10]

Q: How has Kroger leveraged pricing during a time of significant demand within retail grocery? How does its

promotional activity in 2020 compare to its usual strategy to drive foot traffic?

JW: I would say a couple of things have probably changed within the business. I think their commitment to

digital has become something that’s new. Let’s just face it, people that are waiting on the Sunday newspaper to

get the weekly grocery flyer from 20 years ago, the way you used to do your shopping, where that ad, the paper

ad, used to be a really valuable tool in the way that you impacted price within your company, to compete

against the other people or players that were in your market. That’s changed dramatically. Kroger, for many

years has talked about being your overall value, Kroger overall value leader, we’re value in service, value in fair

prices. I think value in what we offer to the store. I think Kroger reaches out in many, many ways. I don’t think

it’s necessarily done from a retail standpoint. I still think Kroger does a pretty good job of featuring pretty

good, competitive, what I would call front-page retails on items, where it’s be in their circular, which is still

used, but a lot of that ad has shifted over to digital format, where you can pick up your phone and look at the

weekly specials and things like that. I don’t think that’s changed a whole lot. I think Kroger as a whole still

continues to run some of the same features that they’ve run for, whether it’s on key items. Examples that come

to mind are carbonated soft drinks. There’s always a real hot topic on the front page. Boneless, skinless

chicken breasts still continue to be a main driver within the meat commodity. I think they’re competitive

there. I think they’ve been competitive with turkeys at Thanksgiving and ham for Easter and for Christmas.

I don’t necessarily think that the retail format has changed a whole lot. I don’t think they’ve necessarily been

more passive or more aggressive, but what I do think is that Kroger has looked to create value for consumers

in many, many ways. One of them is fuel, fuel centres. A lot of the competitors that we compete again, Publix is

a good example down in the southeast, that they don’t have fuel, but Kroger continues to advertise the values

that you can earn on your fuel discount. If you have a Kroger Visa card that you applied for, you get USD 0.03

a gallon savings every time you use the pump. There’s promotional activity that happens at the fuel centre or

in the store on gift card business. Certain gift cards you purchase, you might get a three or four times the fuel

point, what you qualify for fuel points to use for discounts out at the pump too. I think there’s fuel value that’s

there. I think Rodney McMullen, our CEO, has talked about personalisation, data personalisation, where a

consumer has got, there’s a Kroger loyalty card and I’m sure that that’s used to collect data, but there are

personalised coupons and other items that are mailed directly to consumers for the items that they purchase. I

think it’s a total overall value. I don’t think the pricing structure, in my opinion, has changed a whole lot from

a feature standpoint. I think Kroger is still trying to be sharp on pricing, as it has to do with maybe items that

are non-featured, so popular items within commodities, I still see, I think, the same kind of action on what you

would call weekly discounting, or rollers, or summer pricing, or things like that that would be on key items

that consumers want to purchase. I’m not sure that the pricing has really changed. I hope that explanation

answers the question that you were looking for.

[00:27:31]

Q: How has the ROI for marketing changed in a data-driven digital environment? Are there more redemptions

for digital ads? How is Kroger leveraging data to market new products?

JW: I would think, first of all, there are some savings. In the past, if you think about things that have changed,

the investments that they’re making in the digital, whether it be capital investments or OG&A investments that

they’ve made, on the digital side, has been kind of offset by paper print. Obviously, newspaper ads 10-15 years

ago were costing money. I think the cost to print weekly circulars, I’m sure that’s declined in the amount that

they do there, and billboards and all the other print media, TV even. That was big. A lot of the investment is

probably still there in the business from an advertising expense standpoint. I think it’s probably just shifted. I

know on the Q4 call that Rodney mentioned the alternative profit that Krogers is generating. For instance last

year, I believe it was, that they generated incremental USD 150m of operating profit, fuelled by retail media. I

think there could be a potential, I’m not sure what all the inner workings are that are happening downtown

with all that, but I think there’s probably a way to generate some income off of the heavy usage that they’re

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getting on digital as well. I would think it’s not just Kroger, but I would believe it’s other people within the

industry as well. There’s definitely money to be made in digital.

[00:29:53]

Q: Could you elaborate on the synergies in offering fuel? How does that translate into higher costs and

volatility? How does oil price volatility impact Kroger’s bottom line? What sort of production or distribution

network is needed to operate a fuel centre?

JW: What I’ll say about the fuel business has been around with Kroger for probably more than 20 years. I

would think some time in the early 2000s, maybe 15-18 years ago, was probably when at the fuel was brought

to Ohio that I can remember in my career. I think it was originally brought on as a new way of generating

revenue and in partnership. I think Kroger was using fuel, they were on a convenience kick back then, so,

“How do we do one-stop shopping? We have pharmacy in the store, we have groceries in the store. Now we

have fuel that we can offer you.” I think it was a good partnership for Kroger to be able to develop that. I think

there was probably a time when fuel was used as probably a traffic generator to get people to stop in the

parking lot vs going to different fuel competitors across the street. Once they had you in the lot, it was an

opportunity to get you in the store, I think, so I think it’s been a good partnership. I’m not sure of the fuel store

count. I don’t have it in front of me, but they have quite a big number of fuel centres across the country and in

all the markets, I think, that they operate in. It’s been a good thing. I think they’ve been able to the use the

loyalty piece of, “Shop in the store and we’ll give you a great deal on fuel,” over the years. It’s been probably a

good partnership for driving fuel business and, at the same time, keeping traffic and loyalty at the store level.

From a cost standpoint, logistically, I don’t think it’s really any different. I don’t think it’s any different than

the logistics and the cost standpoint that you they probably faced last year with COVID, with having increased

production.

Bringing anything to your store is going to cost. There are going to be transportation costs involved, whether

you’re a clothing retailer or grocery retailer, or a fuel retailer for that matter. I don’t think that’s necessarily

changed. I think it’s part of their cost structure for operating their fuel centres as a whole. Then lastly, the

market price. As you mentioned, the fuel goes up and down. It’s very market-driven. As you look at

competitors from Kroger to Meijer to Speedway or QT, whoever the competitors are, Valero, that’s driven by

the market costs and driven by the open market itself. There’s nothing more competitive than a gallon of fuel

price on the street and so a lot of times you’re at the mercy of the up and down, and I think all fuel retailers try

to stay competitive with each other. I think that the edge that Kroger has, again, is fuel discounts that are

earned by doing your shopping, I think it’s been a good thing for them. Again, it adds value to the consumer.

When they’re a loyal customer, they general receive some type of additional discount for the purchases they’re

making inside the store. With their branded credit card, that’s fairly common within the industry that you can

get a little bit of a fuel discount, but I think they’ve been able to run that programme as well to allow them to

be competitive in that market as well. From a profitability standpoint, I think it’s like anything else that they

do. I think they analyse it and look at it and try to make sure they’re controlling costs, and make it a really

good part of their long-term financial outlook for the company.

[00:33:57]

Q: What are your thoughts on the changing environment related to fuel and electric vehicles? Is there an

opportunity for a shift? Will grocers offer charging stations similar to how many malls do today?

JW: Yes, I think Krogers has already made that change. There are locations in multiple markets. There have

been investments in charging stations, obviously not as many fuel sites as the company has, but it’s like other

retail locations in malls, I continue to see a lot of Tesla charging stations and I know electric-vehicle charging

stations are probably part of Kroger’s plan. It’s nothing new. They’ve had them installed in some locations a

couple of years and it’s been probably based on demographics and where they’re located and all that. From a

fuel standpoint, there are capital investments that have been in fuel to get the site up and running and built,

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and all that goes into your financials as well. When you think about it from a labour standpoint, obviously

there are sales that happen from cigarettes to lottery tickets to gums and mints and things like that, at the fuel

centres, that given them an opportunity to grow their sales and, I guess, if the fuel site was to go away that

could negatively maybe have a bit of a negative impact on grocery sales as a whole as well. From a cost

standpoint, other than the cost of capital, there’s very little investment out there.

Most of the time, there’s one attendant at any given fuel centre, regardless of whether it’s Kroger or a

competitor. The labour costs really aren’t that significant to run that, but I suppose it could impact the return

on the capital investments. I think EV is coming. Again, I’ve not done the analysis on what percentage of cars

are there, but obviously there’s been a lot of things talked about after the election, with bigger investments in

wind and electric vehicles and all that, and I think it’s coming. It’s been coming in the industry for some time

now. I think at some point, it will probably come to Kroger. I don’t think in the near future that’s going to be a

significant impact, in my opinion. I think at some point, people will continue to grow their interest in EV, but I

also think in this past year, we all know there was a negative impact on the fuel business as a whole, in the oil

industry, because of the fact that commuting has changed. With COVID, a lot of people are staying at home

and work things changed, but I think that’s had an impact not just on Kroger, but the rest of the industry as a

whole.

[00:36:53]

Q: What are the inflationary pressures throughout the industry? How long-term do you expect them to be?

JW: I’ll just go back to the first one that sticks out in my mind, which is beef costs. As we go back to the

beginning of 2020, or mid-year 2020, the demand, I think, the beef commodity as a whole was one of the

highest increases in sales that they’ve had, industry wide, for a long, long time. It was a supply and demand

issue there. There were a couple of factors that were dynamics in that. One of them was the industry as a whole

is used to normal production for food service, for restaurants and all that. There’s a product mix for fresh

products and it just totally shut off for the food-service side of the business and then everything shifted gear

into the retail spectrum. For Kroger and other retailers, meat as a whole was just a really big challenge. It was

proteins being back there as one of the biggest things that I think we saw as an industry change, and beef was

one of the biggest ones that was impacted probably the most from an inflationary standpoint as well. I think

some of the sales were up double digit. Again, one of the highest fresh areas of the store that saw an increase in

growth, more so than chicken or pork, or produce or anywhere else. I don’t watch the costs in the market as

much as maybe what I used to, but I would think those are going to begin to level off a little bit, as the

manufacturers have kind of figured it out, but I think there’s some inflation that’s there. I think, as a whole, for

retail companies that are public companies reporting sales, inflation can be good, because it’s a driver of ID

sales in your core business. I think having a little inflation is good for the company itself too. When you think

about inflationary rates on the inventories that you’re carrying in your warehouses and your stores, I think it

can be something that can help a business as well, as those values of the product that you’re sitting on

continue to inflate and get higher.

I think inflation as a whole has been good. Beef has been probably one of the big ones that’s there. Everything

else comes and goes, based on what’s happening within the industry, but I think, as a whole, beef is the big one

that probably sticks out to me from a big pricing standpoint. In my opinion, when I look at prices in produce

and deli, I think a lot of those things have remained fairly constant, as we went through 2020, and I think it’s

still there in 2021. I’ve not heard a lot on the inflationary point that a lot of costs are going up, but what I will

say this is about American consumers, I think there’s an upward trend in what people are purchasing. If you

think about premium products, I think we continue to see in the grocery industry, and at Kroger, a greater

move towards people being willing to pay for packaged product vs bulk product, and people willing to move up

in quality-type brands. I’ll just use Boar’s Head deli meats or Dietz & Watson for what we consider high-end

deli, deli-type items that are there too. I just read something the other day about the gourmet and upscale

cheese markets, so you think about Murray’s Cheese and cheese shops that would be in stores that have full

line of what you call premium cheeses. There looked to be some inflation late last year on the cheese market as

well. Units were up 8-9% on the report I read and retails were up about 16%, so that’s telling me that there’s a

little bit of inflation. Like I said, it’s not everywhere within the business, but I think there are pockets of

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inflation that are probably positively helping Kroger.

[00:41:15]

Q: Could you elaborate on the premiumisation trend? How are companies such as Kroger reorganising their

offerings?

JW: I think first of all, people’s knowledge of food and the way that they’re eating has become much different.

I think just the media as a whole, with cooking channels and TV and internet sensations from Guy Fieri,

whoever the next hottest person is that’s selling something on TV. I think the way people spice their food and

the way that they are being food explores, in the last couple of years I think that trend has become a lot more

popular. You think about how people are buying things like spices. In the past, maybe there were just

traditional spices that were available. I was looking in a competitor the other day at the spice commodity. I

really had not stopped to look at that commodity in a long time, but I was just blown away at the new items

that were in those sections. 10 years ago, you were garlic, salt, pepper, Italian seasoning, basic stuff. Today, the

expansion at that store that I was at, the amount of salts, there was just a humongous section of salt grinders

and Himalayan pink salt and smoked salt and truffle salt, and all the varieties that are available in a grocery

store, and those are all sold at premium prices. I think, as grocers continue to try to branch out into maybe

some of the gourmet or speciality-type items as offerings to their consumers, I think it’s been a good thing and

I think it helps them.

A good example for Kroger would be their private label brand, so very, very strong in private label brand.

Kroger always has been. There have been iterations of things over the years. I remember at one time, we

carried Embassy brand, which was a lower-end. I think there was another brand that had an own label on it

that was a lower-end brand that I think Kroger introduced and tried to get into at some point in the past and

those went away. Then I take a look at Private Selection brand, for instance, in Kroger would be, if you think

about it, from a pricing structure you’ve got maybe the Embassy brand that was the low-end entry brand,

maybe for the value shopper. Then you had Kroger brand, which was for your middle shopper, your

mainstream shopper. Then you got into Private Selection was one of the first brands that Kroger got into

upscale, and this is a little bit on the gourmet side, and I think Kroger has always been very proud of their

private label business that they sell. I’ve heard a lot of pride on prior quarterly calls about the growth in the

business. I don’t have the data in front of me and I don’t want to misquote anything, but it’s been a good thing

for them. Another good success story for private label has been their Simple Truth brand. It was just launched

a couple of years ago, maybe four or five years ago, and I believe it was last year, or maybe it was even in 2019,

that that brand became a USD 3bn brand for the organisation. Again, this is natural, organic, exclusive to

Kroger and I think it’s been a really good thing for them.

[00:44:32]

Q: Why has Kroger’s private label business been so successful and differentiated from peers? Is it just organic?

JW: No, it’s something that, as a past employee of Kroger, I’m proud of the work that got done. There was a

freshness guarantee many, many years ago, could have even been in place when I started with the company in

the ’80s, that was a try it, like it, or get the national brand for free. We’re proud of our products. Kroger owns

their own manufacturing sites throughout the country and it could be a dairy, or bakeries, or spice production,

or peanut butter company, whatever it is where they do some of their own manufacturing. I think the company

over the years has been very proud and very careful probably to really, really make some quality products. It’s

nothing that’s just happened recently, but I think over the years that they have really focused really well on

promoting their brands and making sure that the brands represent the quality that they’re looking for to be

able to build trust with their consumers. I think it was part of their success for a lot of years, is having great

brands that represented a great value, when compared to national brands, just like many other companies may

have their own branded generics. You want to make sure that it’s something that’s quality, that you’re proud

of, that causes your consumers to come back.

Private and confidential 10

If I fast forward then to the last five years or so, as I talked about, Private Selection and Simple Truth, the

company has become, I think, much more invested in their brands’ innovation within the industry. I talked

about the spices, but I was looking at marinades and dips and things. There are some really great items that

they have from a Private Selection standpoint that are Carolina-inspired or Louisiana-inspired sauces or

marinades or whatever. One of the biggest news articles that came out in the past, I don’t know, couple of

months, was I think they launched a brand called Emerge, which goes up against Beyond Meat type of thing. I

was in a meat department at Kroger the other day and there was a really nice spread they had of their brand of

plant-based food. It’s not something that’s been, that’s normally on our menu here at the house. I’ve tried

some of the products in the past, but I’ve not tried that one, but I think Kroger reaches for the innovation and

wants to be ahead of the curve when it comes to riding the right trends with the right brands, and I think

they’ve been very successful with it. I would also add that just as a personal Kroger consumer, the brands that

I’ve purchased and used, there are multi-brands in the house here, they stack up very well, or even, in a couple

of cases, they surpass the quality of the national brand and so it’s been a really good thing.

[00:47:47]

Q: How have retailers such as Kroger adapted to the health and wellness trend? How does that change the

willingness of retailers to go with smaller start-up brands and give them shelf space vs products that are better

known?

JW: Just from a personal standpoint, but secondly, if you go back years ago again, there were smaller areas of

stores that were generally set up in the produce departments at Kroger stores that were health and nutrition

areas. This is where maybe the in-store ground peanut butter or the nuts, the bulk foods and maybe some of

the better-for-you-type foods were located. Of course, over the years that grew, especially with the growth of

Whole Foods and Sprouts and some of these more of the natural foods-type competitors. I think Kroger

wanted to be in the business, but it’s become mainstream now in most of the Kroger stores, I think. I think all

of them. I don’t know, it’s been a journey I think they’ve been on over the last couple of years, but where those

areas used to be specific, dedicated spaces that were all for health- and nutrition-type items, natural and

organics, Kroger has made the decision to integrate those through the normal store. The other day, I was in a

store, we were in the snack food aisle where the potato chips and pretzels and things are and, on one side of

the aisle, were what you would consider mainstream brands, Frito Lay and things like that, but on the other

side I noticed that there was different signage. Green, kind of an organic, fresh-looking-type signage. Not only

just the shelf strips and the décor that highlights the shelving area, but also the aisle markers and the little

product descriptors that go above the section. Everything was done in green.

As you walk across the store, you’ll notice that there are green sections in frozen and in dairy and in canned

goods and snacks and baking. Kroger has made the decision to move those products right into the mainline

areas, right side-by-side or across the aisle from where the normal, regular mainstream-type products are, and

I think it’s been good for today’s consumer. I think it makes it easier to find that product. I would also think it

promotes the ability to trade up, for Kroger customers. If you have a chance to sell a USD 1.88 bag of Lay’s

potato chips, or maybe something that’s less expensive in the mainstream section, maybe there’s a potato chip

that’s better for you that’s healthy or organic. As we see in a lot of those products, the retails are generally a

little bit higher and I really can’t speak to the gross margins, but I would estimate that maybe some of the

gross margins are higher as well in some of those categories. I think it’s been a really good thing for Kroger to

be able to (a) introduce customers like yourself into an area that potentially is better for your health, but (b)

it’s also probably a good opportunity to trade you up and potentially make a bit more money on you as well. I

think it’s been a really good thing and I think, like I said, I don’t know the percentage of stores, I’ve noticed

them over the last couple of years, but I don’t know how many, if there’s any dedicated spaces that are left, but

I think it’s been something that’s been good for the business and been good for the consumer as well.

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[00:51:56]

Q: How does premiumisation translate into pet food and a surge in pet demand, considering how retailers are

trying to offer more products geared towards their customers’ domestic animals?

JW: Yes, that’s been an emerging trend in the business the last couple of years, and I think it’s been a success

behind maybe a Chewy and, of course, we’ve got all kinds of things here in Ohio, PetSmart, different dedicated

pet stores, I think have really grown in the retail industry. I think Kroger has made some attempts to get into

the premium food market. I’ve seen frozen and fresh products that are there. Blue Buffalo. Yes, I’ve seen some

of the premium brands that have been put into the main pet aisles in Kroger stores and also other competitors,

but I still don’t think that the product assortment as a whole is as deep as it possibly could be. Obviously, some

of those brands like Science Diet and some of the more premium brands of pet food, some of them are

requiring prescriptions. I think there’s probably an opportunity for Kroger, if they want to grow within that

market, I think there’s probably going to have to be a bigger commitment in space, but also to be able to

increase their partnerships with some of those premium brands that I think might be exclusive, might be

prescription-guided. I’m not sure that Krogers is necessarily working through that, but I do think it’s an

opportunity gap for them.

[00:53:44]

Q: How much of an advantage is Kroger’s scale, given that the US grocery market is highly competitive? What

does that mean for its future growth?

JW: I think, obviously, with size it creates a leverage for you from a purchasing standpoint. I think if I were to

be buying whatever it is, I’m going to buy 10 items or I’m going to buy a million items, chances are I’m going to

be getting cost breaks from whoever it is that I’m purchasing from. I think that it’s not only in cost of goods

that are sold for retail, but when you think about Kroger’s ability and their size and their scope, or a Walmart

for that matter, to be able to leverage the size of their organisation when they buy shelving, or they buy

shopping carts, or they do contracts for paving of parking lots or roof repairs, or whatever it is, I would think

there’s a great advantage in having the large format of 2,800 stores in the organisation and being able to

leverage the business that they’re doing, to be able to work with, I would say, vendors, on getting reduced costs

and being able to purchase at a large scale. From that standpoint, I think it’s a really good thing that they have

that.

One thing we didn’t really get a chance to really get into was this Ocado partnership I talked about, but I know

publicly that those locations have been announced, but I think their ability as a large organisation to leverage

cost investments and make capital investments in Ocado, I believe that two of the locations that they’ve

previously publicly announced have been Lakeland, Florida, which currently I don’t believe there are any

Kroger stores that are located in the state of Florida. I think that was pretty big. I believe there was one also

announced somewhere in the northeast. I think about Kroger’s ability to leverage the costs that they have and

the capital investments that they can make in new parts of the business, like an Ocado business, and be able to

get additional market share. I think their size and the scope of the business that they have allows them to make

some investments that perhaps smaller organisations aren’t able to make.

[00:56:33]

Q: What would you classify as Kroger’s most pressing challenges over the next 6-12 months?

JW: I think they’ve gotten over some of the logistics issues that maybe they had during the COVID piece. I

think, when I look at the store as a whole, they’re doing a really good job at working on in stock and having the

items that their customers want. I think their investment in digital, even though I mentioned earlier that 3%,

at least the data I’ve looked at, 3% of the US grocery market is in the e-commerce and pick-up and kerbside-

type work, I think that Kroger has made some significant investments in their digital platform, their ability to

Private and confidential 12

connect with their customers and to be able to offer products to the consumer when they want it, where they

want it, how they want it. “Whether you want to come into our store, we can certainly take care of that,

because we’ve got great store locations and places that are convenient for you. If you want us to pick the order

and you drive to the store and pick it up, we can certainly do that.” I think they have pretty good penetration

rate on kerbside. I’m not familiar with the actual count of stores that have pick-up in their stores. I think it’s

greater than 2,000 today, but they have that ability to do that and they’ve made those infrastructure

investments, and there’s a lot to it with getting those up and running. The capital investment, the training,

hiring the people, I think has been really, really good. I think the next step of that whole piece is, I talked

earlier about the Chewy.com and I talked about some of the online platforms that they’re competing with. I

think they have a ship-to-home business that’s there. I think, in my opinion, it’s maybe not been as

pronounced in the organisation and the company as much as it could be. I think it’s there for consumers who

wish to use it.

Now that I’ve mentioned it, I think I’m going to try it this week again and see what my experience is like and

have them ship my order to my house. I think that’s there, but I think the next level is this whole Ocado

partnership and I think there’s been significant investments in building these automated-pick warehouses that

are doing a ship-to-home, whether it be same-day- or next-day-type ordering, to where they can compete

against Amazon. I think it’s something that they committed a couple of years ago. I think, like I said, the first

one opened up in Cincinnati here in the last two or three months. I think that will be the next step of how to

compete. It’s a tough market right now in the retail market, competing against online. We know it’s changing

everything from malls to retail, individual retail stores, and it’s really impacting the market, but I think Kroger

as a whole have positioned themselves very well to continue to be able to offer things on all three scales, even

the meal kits. I didn’t really talk about a lot about it, but they look to continue to find ways to take care of the

consumer in the ways that they want. Meal kits are a good example. The other thing I’ll just talk about is

COVID shots. I don’t think everyone has been able to be able to react quick enough to be able to provide. I

know Kroger did some testing sites. I know there was one in Michigan and I think there were a couple of other

places in the country that they were doing them. COVID testing sites up and running, being able to provide

COVID shots. I think Krogers is very passionate about trying to provide what the consumers are looking for at

that specific time and I think their size allows them to collect resources to be able to do that at a pretty fast

clip.

[01:00:23]

NH: Let me close by saying thank you, Jeff, for your input. Clients, if you would like to speak to Jeff in a

private call or meeting, please let your relationship manager know. Thank you again for joining Third Bridge

Forum's Interview today, this now concludes our meeting. Goodbye.

JW: Thank you.

Transcription ends at 01:00:35 of the recorded material

Private and confidential 13